The offer is structured as a scheme of arrangement - a mechanism that needs two conditions to be fulfilled. Firstly, the offer needs the approval of the board of the target company, and it also requires the shareholders of the target company to vote in favour.

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At this stage, the KKR consortium has stumbled at the first hurdle. That’s despite the initial conversation between the buyer and the seller starting off on a more friendly footing.

The KKR consortium offered $88 cash per share to all shareholders and was offered due diligence (a closer look at the company’s non-public financials). The complication appears to have emerged later in the process when Ramsay’s 52 per cent-owned French subsidiary, Ramsay Sante, refused to let the KKR consortium take a deeper look at its books.

KKR saw this is a dealbreaker, or at the very least, viewed the refusal bringing financial uncertainty into the equation. The size of that French company accounts for around $2 billion of the $20 billion deal.

It was enough of a reason (or excuse) for KKR to offer a second, less attractive deal to Ramsay Health Care - effectively a workaround for the issue created by the French resistance. This revised offer was also rejected with dramatic effect - right in the middle of Ramsay Health Care’s public results briefing to analysts and investors.

Either way the French business acted as a poison pill for the larger deal and facilitated what some see as a bait and switch move by the KKR consortium.

Under the alternative offer, each Ramsay shareholder with more than 5000 shares would have received $78.20 a share in cash and 0.22 Ramsay Sante shares.

Thus, the revised deal offered small Ramsay Health Care shareholders the same deal but larger shareholders - but was less generous to larger shareholders - the biggest of which is the Paul Ramsay Foundation but also includes Perpetual and L1 Capital. It’s an offer, the board of Ramsay Health Care had already stated it wouldn’t engage on.

In a letter on Monday night to the chairman of Ramsay Health Care, Mike Siddle, KKR noted that in the light of Ramsay’s most recent full-year results, which came in below analyst’s expectations, there was a meaningful downward pressure on the company’s valuation.

That said, this letter smacks of KKR’s desire to stay in the game. The letter also says the KKR “consortium recognises that further engagement and access to further due diligence may provide some positive visibility.”

It will be hoping that Ramsay Health Care heeds the desire of its major shareholders to get a deal across the line.

Takeovers in the healthcare industry have been running hot this past year and private equity players have been leading the buying charge. The KKR consortium partners won’t want to let this one slip through its fingers.

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